Management's Responsibility for the Financial Statements

The Company's Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 2013 (the "Act") and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards on auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risk of material misstatements of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statement in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

(b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date Report on Other Legal and Regulatory Requirements :

1. As required by the Companies (Auditor's Report) Order, 2003 (the "Order") issued by the Central Government in terms of Section 227 (4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that:

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) We draw attention to clause 'f' of Note No. 4 to the financial statements. No interest has been provided on Secured Loan in the financial statements for the year. This is contrary to Accounting Standard (AS) 9 on "Revenue Recognition", issued by the Institute of Chartered Accountants of India and the accounting policy being followed by the Company. Had this accounting policy been followed, interest charged to revenue would have been Rs. 589.66 lacs. This short provision of Interest has resulted in loss for the year and Secured Liabilities being understated by Rs. 589.66 lacs.

(e) We further draw attention to clause 'c' of Note No.4 in the financial statements. The Company has a net loss of Rs. 30.63 lacs (without providing interest of Rs. 589.66 lacs as mentioned at para (d) hereinabove during the year ended 31st March 2014 and, as of that date, the Company's current liabilities (including overdue term loans, working capital loan and interest accrued and due thereon) exceeded its current assets by Rs 2230 lacs and its total liabilities exceeded its total assets by Rs. 2281 lacs [without providing for interest of Rs. 2171.24 lacs (Rs. 589.66 for financial year 2013-2014, Rs. 514.73 for financial year 2012-2013, Rs. 569.98 lacs for financial year 2011-2012 and Rs. 496.87 lacs for financial year 2010-11)]. These factors, along with other matters as set forth in clause 'c' of Note No. 4, raise doubt whether the Company will be able to continue as a going concern. However, the accounts for the year have been prepared on the concept that Company will continue as a going concern.

(f) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in Section 133 of Companies Act, 2013.

(g) On the basis of the written representations received from the directors as on March 31, 2014 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

With reference to the Annexure referred in relation to report on other Legal and regulatory requirements to the Members of M/s. Oxford Industries Limited on the accounts for the year ended March 2014.

We report that:

i. In respect of the Company's fixed assets:

(a) The Company has generally maintained proper records showing particulars including quantitative details and situation of fixed Assets. The same are in process of being updated.

(b) As explained to us by the management, no physical verification has been conducted of fixed assets under possession of the Lenders. As for other fixed assets, company is following the physically verification in a phased manner, which is reasonable having regard to the size of the Company and the nature of its business. According to the information and explanations given to us, during the physical verification of fixed assets conducted pursuant to such phased program no material discrepancies were noticed during the year.

(c) In our opinion and according to information and explanations given to us, during the year, the Company has not disposed off a substantial part of its fixed assets.

ii. In respect of the Company's inventories:

During the year the Company was not having any manufacturing facilities. It does not hold any physical inventories. Accordingly the provisions of paragraph 4 (ii) of the Order are not applicable to the company.

iii. The Company has neither granted nor taken any loans, secured or unsecured, to / from companies, firms or other parties covered in the Register maintained under Section 301 of the Act.

iv. In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

v. In respect of particulars of contracts or arrangements and transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956:

(a) To the best of our knowledge and belief and according to the information and explanation given to us, we are of the opinion that particulars of the transaction that needed to be entered into the register maintained under section 301 have been so entered.

(b) According to the information and explanation given to us, such contracts or arrangements aggregating to Rs. 5,00,000/- or more have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. According to the information and explanation given to us, the Company has not accepted any deposits within the meaning of section 58A and 58AA of the Companies Act 1956 and the rules framed there under. Hence clause (vi) of the Order is not applicable.

vii. In our opinion, the Company's present internal audit system is generally commensurate with its size and nature of its business.

viii. The Central Government of India has not prescribed the maintenance of cost records by the Company under Section 209(1) (d) of the Act for any of its products.

ix. According to the information and explanation given to us and on the basis of our examination of the books of account, in respect of statutory and other dues:

(a) The Company has been generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth tax, Custom Duty, Excise Duty, Cess, Local Tax and other statutory dues wherever applicable which were outstanding as at 31st March 2014 for a period of more than six month from the date they become payable.

(b) The disputed statutory dues that have not been deposited on account of disputed matters pending before appropriate authorities are as under :

x. The Company has accumulated losses of Rs. 3457.66 lacs [without providing for interest of Rs. 2171.24 lacs (Rs. 589.66 for financial year 2013-2014, Rs. 514.73 for financial year 2012-2013, Rs. 569.98 lacs for financial year 2011-2012 and Rs. 496.87 lacs for financial year 2010-11)] as mentioned at clause (v) of para 4 of our Audit Report hereinbefore at the end of the current year [Previous year accumulated loss Rs. 3427.03 lacs (without providing for interest of Rs. 514.73 lacs)], which is more than its entire net worth. During the year the Company has reported cash loss of Rs. 30.86 lacs without providing interest of Rs. 589.66 lacs.

xi. Based on our audit procedures and on the basis of information and explanation given to us by the management and in view of the restructuring proposal sanctioned by the CDR cell and the individual lenders, we understand that the Company has defaulted in repayment of dues to banks and financial institutions and legal action under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act, 2002) was initiated by the Lead Bank. The Lead Bank has during the year financial year 2011-12 auctioned the secured assets held in its possession and the Company had made no provision for interest of Rs. 589.66 lacs (previous year Rs. 514.73 lacs) accrued and due for the year on secured loan.

xii. Based on our examination of the records and the information and explanation given to us, the Company has not granted any loan and/or advances on the basis of security by way of pledge of share, debentures and other securities and hence the question of maintenance of adequate records for this purpose does not arise.

xiii. In our opinion and according to the information and explanation given to us, the Company is not a chit fund Company or Nidhi /Mutual benefit fund /society. Therefore the provision of Clause (xiii) of the Order is not applicable to the Company.

xiv. According to the information and explanations given to us, the Company is not dealing or trading in share securities debentures and other investment. Accordingly the provisions of clause (xiv) of the Order are not applicable to the Company

xv. According to the information and explanation given to us, the Company has not given any guarantee for loan taken by others from banks or financial institutions, except counter guarantee given by the Company to Gujarat Industrial Development Corporation in respect of loan sanctioned by financial institutions to Bharuch Eco Acqua Infrastructure Limited. According to information and explanation provided to us, the terms and conditions are not prima facie pre judicial to the interest of the Company.

xvi. According to the information and explanation given to us and on the basis of review of utilisation of funds pertaining to term loans on overall basis the term loans taken by the Company have been applied for the purposes for which they are obtained.

xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company we report that the no fund raised on short-term basis have been used for long-term investment. No long term funds have been used to finance short term assets.

xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 during the year.

xix. The Company has not issued any debentures during the year, hence the question of creation of security or charge in respect of debentures issued does not arise.

xx. The Company has not raised any money by public issues during the year.

xxi. To the best of our knowledge and belief and according to the information and explanation given to us, no fraud on or by the Company was noticed or reported during the year.

                                        For R A N K & Associates
                                           Chartered Accountants
                                         Firm Regn. No. 105589 W

Place: Mumbai                                       Rahul Nahata
Dated: 30th May 2014             Partner (Membership No. 116511)